Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Ezra Holdings — Merger or Acquisition (August 2015)
10 slides from Singapore Exchange's merger presentation, Aug 27, 2015
Slide 1: Subsea Joint Venture with Chiyoda Corporation
1794506-001 Central Equity_PPT Cover.pptx [CLIENT NAME] 27 August 2015 SUBSEA JOINT VENTURE WITH CHIYODA CORPORATION
Slide 2: Important Notice
Important Notice This presentation is being issued by Ezra Holdings Limited (the “Company”), in relation to a potential commercial transaction between Chiyoda Corporation (“Chiyoda”) and the Company (the “Transaction”), for the sole purpose of providing background information in relation to the Tran
Slide 3: Ezra Holdings and Chiyoda Corporation establish 50:50 subsea joint venture
Ezra Holdings and Chiyoda Corporation establish 50:50 subsea joint venture Ezra Holdings Limited (“Ezra”) and Chiyoda Corporation (“Chiyoda”) have today entered into a binding memorandum of understanding (“MOU”) for Chiyoda to invest in Ezra’s subsea services business, EMAS AMC, to form EMAS CHIYO
Slide 4: Chiyoda is a world leading engineering company with a focus on energy infrastructure projects
Chiyoda is a world leading engineering company with a focus on energy infrastructure projects Company Overview Major on-going O&G projects CANADA QATAR Chiyoda is a world leading Front End Engineering Design (“FEED”) and LNG Canada (FEED) Laffan Refinery Phase Engineering, Procurement and Cons
Slide 5: Overview of transaction structure
Overview of transaction structure 1 Chiyoda will pay Ezra a cash consideration of US$150mm (“Sale Consideration”) and subscribe for new shares in EMAS CHIYODA Subsea for a cash consideration of US$30mm (“Subscription Price”) for a 50% ownership in EMAS CHIYODA Subsea, subject to any closing adjustm
Slide 6: Overview of aggregate deal value
Overview of aggregate deal value Total Chiyoda consideration of US$180mm (comprising the Sale Consideration and Subscription Price) for 50% stake in EMAS CHIYODA Subsea post-Completion, implies an equity value of US$360mm for EMAS AMC EMAS AMC’s existing capital structure consists of c.US$530mm
Slide 7: The Transaction is expected to enhance the competitiveness of EMAS CHIYODA Subsea
The Transaction is expected to enhance the competitiveness of EMAS CHIYODA Subsea Through this partnership, EMAS CHIYODA Subsea will be able to undertake larger and more complex offshore EPCI projects through a combination of capabilities and resources in the following areas: Project management
Slide 8: Transaction will also provide compelling benefits to Ezra
Transaction will also provide compelling benefits to Ezra… Addition of strong partner to accelerate growth of subsea services business Ezra continues to benefit from the positive growth and synergies derived from EMAS Chiyoda Subsea through its 50% stake Proceeds from sale will further reduce
Slide 9: Provision of proceeds which will further reduce gearing at Ezra
… including provision of proceeds which will further reduce gearing at Ezra In July 2015, Ezra completed a US$150mm rights issue reducing net gearing level from 1.2x to 1.0x(1) Net proceeds to Ezra as part of the transaction with Chiyoda is expected to further de-leverage Ezra’s balance sheet
Slide 10: Key takeaways
Key takeaways Transaction reinforces the strength of EMAS CHIYODA Subsea’s business and long term outlook Transaction enables EMAS CHIYODA Subsea to leverage on Chiyoda’s technical expertise and global coverage Strengthens balance sheets of Ezra and EMAS CHIYODA Subsea Creates synergies acro